EXHIBIT 5.2

March 22, 2023

Zivo Bioscience, Inc.

21 E. Long Lake Road, Suite 100

Bloomfield Hills, MI 48304

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel to Zivo Bioscience, Inc., a Nevada corporation (the “Company”), in connection with preparing and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-1 (as amended and supplemented from time to time, the “Registration Statement”) relating to the offer and sale by the Company of (i) up to $15,000,000 of the Company’s Units (the “Units”), each Unit consisting of (a) one share (collectively for all Units, the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) or for some purchasers, in lieu of a Share, one pre-funded warrant, each to purchase one share of Common Stock (collectively for all Units, the “Pre-Funded Warrants”), and (b) one immediately exercisable warrant, each to purchase one share of Common Stock (collectively for all Units, the “Public Warrants” and together with the Pre-Funded Warrants, the “Warrants”), and (ii) the shares of Common Stock underlying the Warrants (the “Warrant Shares,” and the “Pre-Funded Warrant Shares”, together with the Shares and the Warrants, the “Securities”) issuable upon exercise of the Warrants.  The Securities are to be sold to the public as described in the Registration Statement and pursuant to the placement agency agreement referred to in the Registration Statement (the “Placement Agency Agreement”) and pursuant to a securities purchase agreement referred to in the Registration Statement (the “Securities Purchase Agreement”). The Warrants will be issued under a Warrant Agency Agreement (the “Warrant Agency Agreement”) between the Company and [Direct Transfer LLC], as warrant agent (the “Warrant Agent”). 

We have assumed that the sale of the Units, the Shares and the Warrants and the exercise price of the Warrants will be at a price established by the Pricing Committee of the Board of Directors of the Company at a price no less than the minimum price authorized by the Board of Directors as of the date hereof, in accordance with the Nevada Private Corporations law. We have also assumed that (i) the Shares, when offered, sold, issued and delivered by the Company as described in the Registration Statement and the related prospectus and in accordance with, and in the manner set forth in, the Placement Agency Agreement, the Securities Purchase Agreement and the Warrant Agency Agreement (including, without limitation, the payment in full of all applicable consideration therefor), against payment therefore, will be validly issued, fully paid and non-assessable. and (ii) the Warrant Shares, when they and the Warrants are offered, sold, issued and delivered by the Company as described in the Registration Statement and the related prospectus and in accordance with, and in the manner set forth in, the Warrant Agency Agreement, the Placement Agency Agreement, the Securities Purchase Agreement, the Warrant Agency Agreement, the Warrants (including, without limitation, the payment in full of all applicable consideration therefor, including the exercise price, and issuance and delivery to the persons exercising the Warrants of certificates for the underlying Warrant Shares in the form approved by the Company’s Board of Directors), against payment therefore, will be validly issued, fully paid and non-assessable. With respect to the Warrant Shares, we express no opinion to the extent that, notwithstanding the Company’s current reservation of shares of Common Stock, future issuances of securities of the Company, including the Warrant Shares, and/or anti-dilution adjustments to outstanding securities of the Company, including the Warrants, may cause the Warrants to be exercisable for more shares of Common Stock than the number that then remain authorized but unissued and available for issuance.

We have also assumed that the Company (a) is a corporation validly existing and in good standing under the laws of the State of Nevada, and (b) has the requisite corporate power and authority to execute and deliver, and to perform its obligations under, the Placement Agency Agreement, the Securities Purchase Agreement, the Warrant Agency Agreement, the Units and the Warrants.  We have also assumed that (x) the execution, delivery and performance by the Company of the Placement Agency Agreement, the Securities Purchase Agreement, the Warrant Agency Agreement, the Units and Warrants (i) have been duly authorized by all necessary corporate action by the Company, and (ii) do not violate the Articles of Incorporation, as amended, or the Second Amended and Restated Bylaws of the Company or any applicable Nevada law, and (y) the Placement Agency Agreement, the Securities Purchase Agreement, the Warrant Agency Agreement, the Units and Warrants have been duly executed and delivered by the Company to the extent such execution and delivery is governed by Nevada law.

We note that various matters concerning the Company and Nevada law are addressed in the opinion letter of Fennemore Craig, P.C., separately filed, and we express no opinion with respect to those matters.

For the purpose of rendering this opinion, we examined originals or copies of such documents as we deemed relevant.  In conducting our examination, we assumed, without investigation, the genuineness of all signatures, the correctness of all certificates, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted as certified or photostatic copies, and the authenticity of the originals of such copies, and the accuracy and completeness of all records made available to us by the Company.

Our opinion is limited solely to matters set forth herein.  The law covered by the opinion expressed herein is limited to the internal laws of the State of New York as it relates to the Units and the Warrants.

Based upon our examination of such documents and other matters as we deem relevant, we are of the opinion that:

1. The Units, when offered, sold, issued, duly executed (with respect to the underlying Warrants) and delivered by the Company in accordance with and in the manner described in the Registration Statement, the Placement Agency Agreement, the Securities Purchase Agreement, the Warrant Agency Agreement and the Warrants, will constitute binding obligations of the Company to the extent governed by New York law.

2.  The Warrants, when offered, sold, issued, duly executed and delivered by the Company in accordance with and in the manner described in the Registration Statement, the Placement Agency Agreement, the Securities Purchase Agreement, the Warrant Agency Agreement and the Warrants, will constitute binding obligations of the Company.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement.  In giving such consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.  This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.